This article describes how the teachers in a sixth grade mathematics inclusion class used differentiated instruction to better meet the needs of all learners in the classroom. In an inclusion class with students of mixed abilities, differentiated instruction allows the teacher to meet the needs of every learner by providing students with multiple options for learning allowing each student to make his or her own meaning from what is being taught, and enabling each student to individually express what he or she has learned. The mathematics and inclusion teachers restructured the class in a way that facilitated differentiated instruction and resulted in increased student learning. Here, the the authors describe the restructuring process and offer suggestions for other teachers who wish to try this approach. (Contains 2 figures.)